EXHIBIT 10.3



January 13, 2004


Mr. Joel Schwartz
6399 Via Rosa
Boca Raton, Florida 33433

Dear Joel:


      This letter will  confirm our mutual  understanding  with  respect to your
agreement  to serve as a member of the Board of Directors  (the  "Board") of Arc
Communications  Inc., a New Jersey  corporation (the  "Company").  The terms and
conditions of your service as a director of the Company are as follows:

      1. For purposes of this letter  agreement,  it is agreed that your service
as a director with the Company will commence on the date hereof.

      2. The Company will to issue you a non-qualified  stock option to purchase
100,000 shares of common stock, par value $.001 per share, of the Company,  at a
purchase  price of $0.08 per share (the  "Option").  The  Option  shall be fully
vested and exercisable upon the earlier of (a) ninety (90) days from the date of
this Agreement or (b) the closing of the merger of ARC with RoomLinX,  Inc. (the
"Merger"). At the time that the Company's stock option plan (the "2004 Plan") is
established in connection with the Merger,  the Company will cause the Option to
be  covered  by the 2004 Plan  either by the  exchange  of the  Option for a new
option or otherwise.

      3. The  Company  will pay you  $1,000  per  month  for your  service  as a
director.  In addition,  you shall be entitled to receive  reimbursement  of all
reasonable  out of  pocket  expenses  incurred  by you in  connection  with your
attendance at Board meetings.

      4. In performing your duties as a director under this  Agreement,  you may
obtain  certain  proprietary  knowledge  of  operations  and  products and other
confidential information of the Company which are of a special and unique nature
and value to the Company. You covenant and agree that you will not, at any time,
whether during the term of this Agreement or otherwise,  reveal or make known to
any person or entity or use for your own account or the  account of others,  any
proprietary  records,  plans,  trade  secrets,  policies,  strategies,  methods,
computer programs,  know-how or knowledge relating to customers,  sales,  market
developments,  equipment,  processes,  products  or any  other  confidential  or
proprietary information whatsoever of the Company (the "Confidential

<PAGE>

Information").  You  further  covenant  and  agree  that you  shall  retain  all
Confidential  Information  which you  acquire  or  develop in trust for the sole
benefit of the Company and its successors  and assigns.  You agree to deliver to
the  Company  at the  termination  of this  Agreement  or at any other  time the
Company  may  request,  all  copies  of  memoranda,   notes,  plans,   programs,
correspondence,  data, books,  manuals,  reports and other documents (and copies
thereof)  relating to the business of the Company  which you may possess or have
under  your  control.  You  agree  that a remedy  at law for any  breach  of the
covenants  contained in this paragraph  would be inadequate and that the Company
shall be entitled to seek and obtain a temporary and permanent  injunction or an
order for  specific  performance  of such  covenants  without the  necessity  of
proving actual damage to the Company.

      5. The  Company  agrees to  indemnify  and hold you  harmless  against any
losses,  expenses (including  reasonable  attorneys fees and expenses),  claims,
damages or liabilities to which you may become subject,  insofar as such losses,
claims,  expenses,  damages or  liabilities  arise out of or are based upon your
service as a director of the Company;  provided,  however, that the Company will
not be liable in any such case if and to the extent  that any such loss,  claim,
expense,  damage or liability  arises out of or is based upon your commission of
an act of fraud or the breach of your fiduciary duty.

      6. This  Agreement  shall be binding  upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns.

      7. This Agreement shall be governed by and construed  pursuant to the laws
of the State of New York, without giving effect to conflicts of laws principles.








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<PAGE>



      Please  acknowledge  your  agreement  with the foregoing by executing this
letter agreement where indicated below.


                                              Very truly yours,

                                              ARC COMMUNICATIONS INC.


                                              By: /s/ Peter A. Bordes, Jr.
                                                      --------------------
                                                     Peter A. Bordes, Jr.
                                                     Chief Executive Officer

Accepted and Agreed this

19th day of January, 2004.


/s/ Joel Schwartz
    -------------
Joel Schwartz


<PAGE>


EXHIBIT10.3


                       NONSTATUTORY STOCK OPTION AGREEMENT



      This Grant Agreement (the "AGREEMENT")  evidences the stock options (each,
an  "OPTION" or  collectively,  the  "OPTIONS")  granted to Joel  Schwartz  (the
"OPTIONEE")  by  ARC   Communications   Inc.,  a  New  Jersey  corporation  (the
"COMPANY"), effective as of January 13, 2004 (the "GRANT DATE"), and conditioned
upon the Optionee's agreement to the terms described below.

      1. Grant of Options.  The Optionee is granted  100,000  Options under this
Agreement. Each Option is a nonstatutory stock option that entitles the Optionee
to  purchase  from the  Company,  at a price of $0.08 per share  (the  "EXERCISE
PRICE"),  one share of common stock,  par value $.001 per share,  of the Company
(the "COMMON STOCK"). If not sooner exercised or terminated,  the Options expire
at 5:00 p.m.  Eastern Time on the last business day coincident  with or prior to
the fourth anniversary of the Grant Date (the "EXPIRATION DATE").

      2. Terminology.  For purposes of this Agreement,  the terms below have the
following meanings:

            (a)  "AFFILIATE"  shall mean any entity,  whether  now or  hereafter
existing, which controls, is controlled by, or is under common control with, the
Company  (including,  but not  limited to,  joint  ventures,  limited  liability
companies, and partnerships).  For this purpose,  "control" shall mean ownership
of 50% or more of the total  combined  voting  power or value of all  classes of
stock or interests of the entity.

            (b) "BOARD" shall mean the Board of Directors of the Company.

            (c) "CODE" shall mean the Internal Revenue Code of 1986, as amended,
and any regulations promulgated thereunder.

            (d) "COMMON STOCK" shall mean shares of common stock of the Company,
par value of ($0.001) per share.

            (e) "COMPANY"  includes ARC  Communication  Inc. and its Affiliates,
except where the context otherwise requires.

            (f) "FAIR MARKET  VALUE" shall mean,  with respect to a share of the
Company's Common Stock for any purpose on a particular date, as applicable,  (i)
either the  closing  price or the  average of the high and low sale price on the
relevant date, as determined in the Board's  discretion,  quoted on the New York
Stock Exchange, the American Stock Exchange, or the Nasdaq National Market; (ii)
the last sale price on the relevant date quoted on the Nasdaq  SmallCap  Market;
(iii) the average of the high bid and low asked prices on the relevant date


<PAGE>


quoted on the Nasdaq OTC Bulletin  Board  Service or by the  National  Quotation
Bureau, Inc. or a comparable service as determined in the Board's discretion; or
(iv) if the Common  Stock is not quoted by any of the above,  the average of the
closing bid and asked prices on the relevant  date  furnished by a  professional
market  maker for the Common  Stock,  or by such other  source,  selected by the
Board.  If no public  trading of the Common Stock  occurs on the relevant  date,
then Fair Market  Value shall be  determined  as of the next  preceding  date on
which trading of the Common Stock does occur.  For all purposes under this Plan,
the term  "relevant  date" as used in this Section  2.1(h) shall mean either the
date as of which Fair Market  Value is to be  determined  or the next  preceding
date on which public  trading of the Common Stock  occurs,  as determined in the
Board's discretion.

      3. Vesting.

            (a) The shares of Common Stock  underlying  the Options are referred
to in this Agreement as "OPTION SHARES."

            (b) All  Options  shall be fully  vested  and  exercisable  upon the
earlier  of (a)  ninety  (90)  days from the date of this  Agreement  or (b) the
closing of the merger of the Company with RoomLinX, Inc. (the "MERGER").

      4.Exercise of Options.

            (a) Right to Exercise.  The Optionee may exercise the Options to the
extent vested at any time on or before the  Expiration  Date. The Options may be
exercised  only in multiples of whole shares and may not be exercised at any one
time as to fewer than one hundred  shares (or such lesser number of shares as to
which the Options are then  exercisable).  No  fractional  shares will be issued
under the Options.

            (b)  Exercise  Procedure.  In order to  exercise  the  Options,  the
following  items must be  delivered to the  Secretary of the Company  before the
expiration or termination of the Options:  (i) an exercise notice,  in such form
as the Board may  require  from time to time,  specifying  the  number of Option
Shares to be  purchased,  and (ii) full payment of the  Exercise  Price for such
Option Shares or properly executed,  irrevocable  instructions,  in such form as
the Board  may  require  from  time to time,  to  effectuate  a  broker-assisted
cashless exercise,  each in accordance with Section 4(c) of this Agreement,  and
(iii) an executed copy of any other  agreements  requested by the Board pursuant
to Section 4(d) of this  Agreement.  An exercise will not be effective until all
of the foregoing items are received by the Secretary of the Company.

            (c) Method of Payment.  Payment of the Exercise Price may be made by
any of the following  methods,  or a combination  thereof,  as determined by the
Board in its discretion at the time of exercise:

                  (i) by delivery of cash,  certified or cashier's check,  money
order or other cash equivalent acceptable to the Board in its discretion;



                                      -2-
<PAGE>


                  (ii) by a broker-assisted cashless exercise in accordance with
Regulation T of the Board of Governors of the Federal  Reserve  System through a
brokerage firm approved by the Board; or

                  (iii) by any other method approved by the Board.

            (d) Issuance of Shares upon  Exercise.  Upon exercise of the Options
in accordance  with the terms of this  Agreement,  the Company will issue to the
Optionee,  the brokerage firm specified in the Optionee's delivery  instructions
pursuant to a broker-assisted cashless exercise, or such other person exercising
the  Options,  as the case may be, the number of shares of Common  Stock so paid
for, in the form of fully paid and nonassessable stock. The Company will deliver
stock  certificates for the Option Shares as soon as practicable after exercise,
which  certificates  will,  unless  such  Option  Shares  are  registered  or an
exemption from registration is available under applicable federal and state law,
bear a legend  restricting  transferability  of such shares and  referencing any
applicable Stock Restriction Agreement.

      5. Transferability of Options. These Options are nontransferable otherwise
than by will or the laws of descent and  distribution and during the lifetime of
the  Optionee,  the  Options  may be  exercised  only by the  Optionee,  by such
permitted  transferees  or,  during  the period  the  Optionee  is under a legal
disability,  by the  Optionee's  guardian  or legal  representative.  Except  as
provided  above,  the  Options  may  not  be  assigned,  transferred,   pledged,
hypothecated  or  disposed  of in  any  way  (whether  by  operation  of  law or
otherwise) and shall not be subject to execution, attachment or similar process.

      6.  Nonstatutory  Nature of the  Options.  The Options are not intended to
qualify as incentive  stock options  within the meaning of Code section 422, and
this  Agreement  shall be so construed.  The Optionee  acknowledges  that,  upon
exercise of the Options, the Optionee will recognize taxable income in an amount
equal to the excess of the then Fair Market Value of the Option  Shares over the
Exercise  Price  and  must  comply  with the  provisions  of  Section  7 of this
Agreement with respect to any tax withholding obligations that arise as a result
of such exercise.

      7.  Withholding of Taxes. At the time the Options are exercised,  in whole
or in part, or at any time thereafter as requested by the Company,  the Optionee
agrees to make adequate  provision for foreign,  federal,  state and local taxes
required  by law to be  withheld,  if any,  which arise in  connection  with the
Options.  The Company may require the  Optionee to make a cash  payment to cover
any  withholding  tax  obligation  as a condition  of exercise of the Options or
issuance of share certificates representing Option Shares.

      The Board may, in its sole discretion,  permit the Optionee to satisfy, in
whole or in part, any withholding  tax obligation  which may arise in connection
with the Options either by electing to have the Company withhold from the shares
to be issued upon exercise  that number of shares,  or by electing to deliver to
the Company  already-owned  shares,  in either  case having a Fair Market  Value
equal to the amount  necessary  to satisfy  the  statutory  minimum  withholding
amount due.


                                      -3-
<PAGE>


      8. Adjustments and Business Combinations.

            (a)  Adjustments  for Events  Affecting  Common Stock.  Upon a stock
dividend of, or stock split or reverse stock split  affecting,  the Common Stock
of the Company, the number of shares covered by and the exercise price and other
terms of the Options shall,  without further action of the Board, be adjusted to
reflect  such  event.  The Board may make  adjustments,  in its  discretion,  to
address the treatment of fractional  shares and fractional cents that arise with
respect to the Options as a result of the stock dividend, stock split or reverse
stock  split.  In  the  event  of  any  changes   affecting  the  Company,   the
capitalization  of the  Company or the Common  Stock of the Company by reason of
any spin-off, split-up, dividend,  recapitalization,  merger, consolidation,  or
exchange of shares,  the Board, in its discretion and without the consent of the
Optionee,  shall make any other  adjustments  in the Options,  including but not
limited to reducing  the  number,  kind and price of  securities  subject to the
Options.

            (b) Adjustments for Unusual Events. The Board is authorized to make,
in its  discretion  and without the consent of the Optionee,  adjustments in the
terms  and  conditions  of,  and  the  criteria  included  in,  the  Options  in
recognition  of unusual or  nonrecurring  events  affecting the Company,  or the
financial  statements  of  the  Company  or  any  Affiliate,  or of  changes  in
applicable  laws,  regulations,  or  accounting  principles,  whenever the Board
determines that such adjustments are appropriate in order to prevent dilution or
enlargement of the benefits or potential  benefits intended to be made available
under the Options.

            (c) Binding Nature of Adjustments.  Adjustments under this Section 8
will be made by the Board, whose  determination as to what adjustments,  if any,
will be made and the extent thereof will be final,  binding and  conclusive.  No
fractional  shares will be issued pursuant to the Options on account of any such
adjustments.  The terms and conditions of this Agreement  shall apply with equal
force to any additional  and/or substitute  securities  received by the Optionee
pursuant  to this  Section 8 in  exchange  for,  or by virtue of the  Optionee's
ownership of, the Options or the Option Shares,  except as otherwise  determined
by the Board.

      9.  Confidential  Information.  In consideration of the Options granted to
the Optionee pursuant to this Agreement, the Optionee agrees and covenants that,
except  as  specifically  authorized  by the  Company,  the  Optionee  will keep
confidential any trade secrets or confidential or proprietary information of the
Company  which are now or which  hereafter may become known to the Optionee as a
result of the Optionee's service relationship with the Company, and shall not at
any time,  directly or indirectly,  disclose any such information to any person,
firm,  Company  or  other  entity,  or use the  same in any  way  other  than in
connection  with the business of the Company,  at all times during and after the
Optionee's  service  relationship.  The  provisions  of this Section 9 shall not
narrow or otherwise limit the obligations and  responsibilities  of the Optionee
set forth in any agreement of similar  import  entered into between the Optionee
and the Company.

      10. No Rights as a  Stockholder.  The  Optionee  shall not have any of the
rights of a stockholder with respect to the Option Shares until such shares have
been issued to him or her upon the due  exercise of the Options.  No  adjustment


                                      -4-
<PAGE>


shall be made for  dividends  or  distributions  or other  rights  for which the
record date is prior to the date such shares are issued.

      11. The Company's Rights. The existence of the Options shall not affect in
any way the  right  or  power  of the  Company  or its  stockholders  to make or
authorize any or all adjustments,  recapitalizations,  reorganizations  or other
changes in the Company's  capital  structure or its  business,  or any merger or
consolidation of the Company,  or any issue of bonds,  debentures,  preferred or
other  stocks  with  preference  ahead  of or  convertible  into,  or  otherwise
affecting  the  Common  Stock  or the  rights  thereof,  or the  dissolution  or
liquidation  of the  Company,  or any sale or transfer of all or any part of the
Company's assets or business, or any other corporate act or proceeding,  whether
of a similar character or otherwise.

      12.  Optionee.  Whenever the word  "Optionee"  is used in any provision of
this  Agreement  under  circumstances  where the provision  should  logically be
construed,  as  determined  by the  Board,  to  apply  to the  estate,  personal
representative,  beneficiary  to  whom  the  Options  or  Option  Shares  may be
transferred  by will or by the laws of  descent  and  distribution,  or  another
permitted  transferee,  the word  "Optionee"  shall be  deemed to  include  such
person.

      13. Notices.  All notices and other  communications made or given pursuant
to this Agreement shall be in writing and shall be sufficiently made or given if
hand  delivered  or mailed by certified  mail,  addressed to the Optionee at the
address contained in the records of the Company, or addressed to the Board, care
of the Company for the attention of its Chief Executive Officer at its principal
office or, if the receiving party consents in advance,  transmitted and received
via  telecopy  or via such other  electronic  transmission  mechanism  as may be
available to the parties.

      14. Entire Agreement. This Agreement contains the entire agreement between
the parties with respect to the Options granted  hereunder.  Any oral or written
agreements,   representations,   warranties,   written  inducements,   or  other
communications made prior to the execution of this Agreement with respect to the
Options granted hereunder shall be void and ineffective for all purposes.

      15.  Amendment.  This  Agreement  may be amended  from time to time by the
Board in its  discretion;  provided,  however,  that this  Agreement  may not be
modified in a manner that would have a materially  adverse effect on the Options
or  Option  Shares as  determined  in the  discretion  of the  Board,  except as
provided in a written document signed by each of the parties hereto.

      16.  RoomLinX,  Inc.  Long-Term  Incentive  Plan.  At the  time  that  the
RoomLinX,   Inc.  Long-Term  Incentive  Plan  (the  "PLAN")  is  established  in
connection  with the Merger,  the Company will cause the Options  granted  under
this  Agreement  to be covered by the Plan either by the exchange of the Options
for new options or otherwise.  In addition,  following  the Merger,  the Company
will use its commercially  reasonable best efforts to cause the shares of Common
Stock underlying the Options to be registered on Form S-8.


                                      -5-
<PAGE>


      17.  Governing  Law.  The  validity,   construction  and  effect  of  this
Agreement,  and of any determinations or decisions made by the Board relating to
this Agreement, and the rights of any and all persons having or claiming to have
any interest under this Agreement, shall be determined exclusively in accordance
with the laws of (a) the State of New Jersey at any time prior to the Merger and
(b) the State of Nevada at any time after to the Merger,  without  regard to its
provisions concerning the applicability of laws of other jurisdictions. Any suit
with  respect  hereto  will be  brought in the  federal  or state  courts in the
districts  which  include  (x) the State of New  Jersey at any time prior to the
Merger  and (y) the  State of Nevada at any time  after to the  Merger,  and the
Optionee  hereby  agrees and  submits  to the  personal  jurisdiction  and venue
thereof.

      18.  Headings.  The headings in this Agreement are for reference  purposes
only and shall not affect the meaning or interpretation of this Agreement.








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                                      -6-
<PAGE>


      IN WITNESS  WHEREOF,  the Company has caused this Agreement to be executed
by its duly authorized officer as of the date first written above.

                                                  COMPANY:
                                                  ARC COMMUNICATIONS INC.



                                                  By:  /s/ Peter A. Bordes, Jr.
                                                       ------------------------
                                                       Peter A. Bordes, Jr.
                                                       Chief Executive Officer


The  undersigned  hereby  acknowledges  that  he/she  has  carefully  read  this
Agreement  and  agrees  to be bound by all of the  provisions  set forth in such
documents.

                                                  OPTIONEE:



                                                  By: /s/ Joel Schwartz
                                                      -------------------------
                                                      Joel Schwartz




                                      -7-
<PAGE>


                                  EXERCISE FORM

Board of Directors
ARC Communications Inc.

Gentlemen:


      I hereby  exercise the Options  granted to me on January 13, 2004,  by ARC
Communications Inc. (the "Company"),  subject to all the terms and provisions of
the applicable grant agreement (the "Agreement"), and notify you of my desire to
purchase  ____________ shares of Common Stock of the Company at a price of $0.08
per share pursuant to the exercise of said Options.


      This will confirm my understanding with respect to the shares to be issued
to me by  reason  of this  exercise  of the  Options  (the  shares  to be issued
pursuant hereto shall be  collectively  referred to hereinafter as the "Shares")
as follows:


            (a) I am acquiring the Shares for my own account for investment with
no present  intention  of dividing my interest  with others or of  reselling  or
otherwise disposing of any of the Shares.


            (b) The  Shares  are being  issued  without  registration  under the
Securities  Act of 1933,  as amended (the "Act"),  in reliance  upon one or more
exemptions contained in the Act, and such reliance is based in part on the above
representation.


            (c) The  certificates  for the Shares to be issued to me will bear a
legend substantially as follows:


                        "The  securities  represented by this stock  certificate
            have not been  registered  under  the  Securities  Act of 1933  (the
            "Act") or applicable state  securities laws (the "State Acts"),  and
            shall not be sold,  pledged,  hypothecated,  donated,  or  otherwise
            transferred  (whether or not for consideration) by the holder except
            upon the  issuance  to the  Company  of a  favorable  opinion of its
            counsel  and/or  submission to the Company of such other evidence as
            may be satisfactory  to counsel for the Company,  to the effect that
            any such transfer shall not be in violation of the Act and the State
            Acts.


                        The certificates  shall also bear any legend required by
            the Company's Stockholders' Agreement."


Appropriate  stop  transfer  instructions  will be issued  by the  issuer to its
transfer agent.


            (d) Since the Shares have not been  registered  under the Act,  they
must be held indefinitely until an exemption from the registration  requirements
of the Act is available or they are subsequently registered,  in which event the
representation  in  Paragraph  (a)  hereof  shall  terminate,  and the legend in
Paragraph  (c) hereof  shall be removed.  As a condition  to any transfer of the
Shares,  I  understand  that the  issuer  will  require  an  opinion  of counsel


                                      -8-
<PAGE>


satisfactory  to the issuer to the effect  that such  transfer  does not require
registration under the Act or any state securities law.


            (e) I am a party to a grant agreement with the Company,  pursuant to
which I have agreed to certain restrictions on the transferability of the Shares
and other matters relating thereto.


Total Amount Enclosed:  $__________

Cashless Exercise |_|

Date:________________________             _____________________________________
                                          [NAME OF OPTIONEE]



                                          Received by ARC COMMUNICATIONS INC. on


                                          --------------------------------, ----



                                          By: _________________________________
                                              Name:
                                              Title:





                                      -9-
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